Two parties agree that the rental stipulated in Section 4 shall not be changed within a period of four (04) years, after four (04) years the two parties agree to adjust (increase or decrease) the rental once and adjustment level of each time shall not exceed ...% to the rental of the previous year. No more than six (06) months before the expiry of the four (04) year period, the two parties shall mutually agree on the workshop leasing price for the next four (04) years.

6.1 Party A is responsible for completing work items according to technical drawings including:

- Factory ..... m2 (Long ..... m, wide ..... m); guard house .... m2; garage .... m2 constructed according to the design documents of party A under the consent of party B.

- Yard, internal road, fence surrounding the land plot, rain water drainage system, waste water drainage one, toilet, water supply pipe, domestic wastewater to the water tank at the plant foot, electricity supply for workshop, fire protection system as prescribed, lightning system for workshop…

6.2 Party B constructs items as follows:

Party B designs, arranges and implements the area inside the workshop to suit the production demands of Party B. Party B implements the electricity system used for production machinery in workshop and transformer station. .... KVA (This transformer station is the property of the Company ..........), and other items according to demand of Party B, but not to affecting the structure of the workshop of Party A.

During the process of factory construction, Party A agrees to Party B and B’s partners to carry out the installation of machinery for production. This construction will not affect Party A's factory handover deadline for Party B specified in Section 8 of this agreement.

7. Payment:

7.1 Payment time is carried out as following:

The deposit and payment from the second time onwards is temporary, this amount will be recalculated when the two parties hand over the workshop and based on the actual area of ​​the workshop handed over to calculate the rental of each month.

Transaction 1: As soon as the parties sign the agreement, Party B deposits to Party A the value corresponding to ..., which is equal to:

..... m2 x ... .. USD x ... .. month = ......... USD

..... m2 x ....... USD x ... .. month = ......... USD

Total: ......... USD.

This deposit is maintained throughout the duration of the contract.

Transaction 2: After Party B is granted the certificate of investment by Management Board of industrial zones and, the two parties sign the Factory Lease Contract within 07 (seven) days from the date of signing the contract. Party B must carry out the procedures for transferring payment for the factory rental of ...... the first year to Party A.

Transaction 3: On the first week of the seventh month (seven) of the first year, Party B shall pay Party A the rent of ...... month.

The payment value is: .... m2 ...... .USD x ... month = ......... USD

..... m2 x .......... USD ... month ...... .. USD

...... m2 .......... USDx ... .. month = ...... .. USD

Total: = ............ USD

Other transactions (4,5,6 ...): From the fourth payment onwards until the end of the fourth leasing year (four), the payment schedule is ... January, the payment date is the first week of each payment period. . By the fifth year of payment, after the agreement on the adjusted price of the fifth year (year), each payment is ......./month.

7.2 Currency of payment:

Payment in Vietnam dong at the selling rate of Bank for Foreign Trade of Vietnam announced at the time of payment, transfering fee by Party B, receiving fee by Party A.

7.3. Receipt information of Party A

The amount of money that Party B must transfer to Party A, such as deposit, management fee, monthly workshop rental, etc., then Party B will transfer to the following account of Party A.

Account holder: ...................

Account holder address: .........................

Bank name: …………………..

Branch name: ........................

Address of bank branch: .........................

Bank contact information: Tel: ......... ..

Account number USD: ................

Swift Code: ...............

8. Handover time of the workshop is expected to be 150 (one hundred and fifty) days from the date Party B transfering the deposit to Party A.

9. Commitment of Party A

Party A commits that the land plot is legally used. Party A ensures that the registration for the investment certificate of party B in the land lot will not encounter difficulties. If Party B is not approved by the Management Board of industrial zones or industrial complexes of Province, Party A shall refund all money transferred by Party B before.

Party A commits that after Party B transfers the deposit, Party A must proceed to build the factory immediately and commit to hand over the workshop and other items in accordance with the time agreed in Section 8 of this agreement. Party A commits about the workshops and auxiliary items in accordance with the design and planning of…

By the deadline specified in Section 8 of this Memorandum, Party A fails to hand over the factory to Party B, Party B may unilaterally strike this Agreement and Party A shall refund all the deposit amount of Party B and take a fine equal to the amount of deposit of Party B to Party A.

Party A may not unilaterally terminate this agreement or unilaterally terminate the contract with Party B

10. Warranty:

Party A will provide factory warranty service for Party B throughout the term of lease for the items implemented by Party A as: workshop frame, factory roof and surrounding wall, yard, internal road , rainwater drainage system, waste water drainage, water supply one, pipes, fire protection system as prescribed, lightning system for factory ....

11. General Terms:

- From the second payment onwards, with each payment of Party B apart from the usual payment amount, Party B shall be obliged to pay additional VAT (according to the regulation of Vietnam law) to Party A in order that Party A issue a financial invoice to Party B.

- Priority: At the end of the contract, the two parties agree and give priority to Party B for signing the extension contract.

- During the performance process of the contract, the parties are obliged to keep confidential informations and documents provided by any parties and ensure that they do not using information in any way, either intentionally or unintentionally which cause material or mental damage to the other party. This obligation is made throughout the contract performance process. Any violation of any provision of this clause shall be deemed to be a breach of this contract and the offender shall, therefore, have to pay compensation in accordance with the law’s regulation on compensation according to the contract. These terms and conditions still continue to be effective upon termination and liquidation of this contract.

- Two parties also agree that when Party B was granted the certificate of investment by the management board of the industrial parks and industrial clusters of the province, two parties sign a formal factory lease contract on the basis of respecting the commitments, agreements in this memorandum.

- This agreement is made in 04 (four) copies of equal validity, each with 05 (five) pages, each party keeps 02 (two) copies and ends at... pm/am on the same day.